AGREEMENT the United States Attorney's Offices for the Central

AGREEMENT The United States Attorney's Offices for the Central District of California ("CDCA") and the Eastern District of Virginia ("EDVA") (hereinafter collectively referred to as "the USAOs"), and The Boeing Company ("Boeing"), by its Senior Vice President - Law, pursuant to authority granted by its Board of Directors, hereby enter into this Agreement (the "Agreement"). This Agreement is part of a comprehensive resolution of civil and criminal matters relating to the subject matters defined in paragraphs I and 2 of this Agreement. This Agreement shall have force and effect only upon the occurrence of both: (a) execution of this Agreement by the USAOs and Boeing; and (b) execution of a Civil Settlement Agreement and Release, in the form attached hereto as Appendix C, by the Department of Justice and Boeing. Definitions The "EELV Matter" is defined to include all matters relating to the alleged - possession, transfer, use, and concealment of, and other conduct with respect to, another company's documents and information, whether or not proprietary or trade secret and whether or not in written form, and whether or not constituting "competition sensitive" or "source selection" information as defined in 41 U.S.C. § 423, and the disclosure or nondisclosure of such conduct, in connection with Boeing's participation: (a) from 1992 through 2003 in the United States Air Force ("USAF") MLV III program; (b) from 1995 through 2003 in the USAF EELV procurement process, awards and restructurings; (c) from 1999 through 2003 in the National Aeronautic and Space Administration ("NASA") Launch Services ("NLS") procurement process, including the NLS 19-pack procurement; and (d) from 1995 through 2003 in the Exoatmospheric Kill Vehicle procurement. This includes but is not limited to all conduct and events during the respective time periods relating to (a) the alleged possession of, transfer of, use of, and/or other conduct with respect to, another company's documents and information specifically by Ken Branch and William Erskine, and also by a Boeing engineer, a Boeing parametrician, a Boeing -1- EOUSA 512 manager, and a Boeing marketing director (each of whom is more specifically described in Appendix A); (b) Boeing's access to and/or use of documents and information relating to another company in the possession of Ken Branch, William Erskine, the Boeing engineer, the Boeing parametrician, the Boeing manager, or the Boeing marketing director; (c) alleged contacts between Boeing and government representatives in coimection with the EELV procurement process, awards and restructurings; and (d) the conduct described in Appendix A. 2. The "Druyun Matter" is defined to include all matters relating to Boeing's dealings, communications, negotiations and/or relationships with Darleen Druyun while employed by the USAF, whether direct or indirect and whether or not related to- USAF contracts or Boeing employment. This includes but is not limited to all conduct and events relating to(a) Boeing's hiring and employment of Druyun's daughter and future son-in-law; (b) Boeing's recruitment and hiring of Druyun; (c) Druyun's involvement in any Boeing contract or program while employed by the USAF; (d) alleged disclosure by Druyun to Boeing of EADS or Airbus information relating to the Tanker program in or about April 2002; (e) Boeing's retention of a - retired USAF General Officer and his activities while retained by Boeing relating to the Tanker program or otherwise; and (1) the conduct described in Appendix B. - The "Agreement Term" is defined to mean two years from the date Boeing executes this Agreement. Boeing's Promises and Obligations 4. In consideration for the USAOs' promises as set forth in paragraphs 8 and 9 below, Boeing knowingly, voluntarily, and with the advice of counsel, agrees to the following: a) Boeing accepts and acknowledges responsibility for the conduct of its employees in C nneptiQn ,withth b) Boeing agrees to pay a monetary penalty of $50,000,000 to the United States not later than 14 days after this Agreement is executed; -2- EOUSA 513 c) Boeing agrees to pay the amount of $565,000,000 to the United States as set forth in the Civil Settlement Agreement and Release executed concurrently herewith in the form attached hereto as Appendix C; d) Boeing agrees to continue to cooperate with the USAOs, as described in paragraph 6; e) Boeing agrees to maintain the ethics and compliance program described in paragraph 7; f) Boeing agrees that during the Agreement Term it will not commit any federal criminal offenses (1) related to access to, possession of or use of(a) another company's "competition sensitive" or "source selection" information as defined in the federal Procurement Integrity Act or (b) another company's trade secret information in connection with a federal procurement, or (2) constituting a violation of any of the provisions contained in Chapter 11 of Title 18 of the United States Code (collectively, the "Defined Offenses") . For purposes of determining compliance with this Agreement (as opposed to legal responsibility), the commission of a Defined Offense by a Boeing employee classified at a level below Executive Management as defined by Boeing's internal classification structure in place at the time of execution of this Agreement shall not be deemed to constitute the commission of a Defined Offense by Boeing; and the commission of a Defined Offense by a Boeing employee shall not be deemed to constitute the commission of a Defined Offense by Boeing so long as the underlying allegation or conduct is reported by Boeing consistent with the provisions of paragraph 7 below. The USAOs retain the right to exercise their discretion to prosecute any Defined Offense so reported to the extent that such Defined Offense would otherwise be prosecutable by the USAOs. Boeing agrees that it shall notify the USAOs if it is charged with any federal criminal offense, including any Defined Offense, by any other United States Attorney's Office during the Agreement Term; g) Boeing agrees that semi-annually during the Agreement Term, including between thirty and sixty days before the expiration of the Agreement Term, the General Counsel -3- EOUSA 514 of Boeing shall execute, under penalty of perjury, and provide to the USAOs, a certification that, to the best of his or her knowledge after inquiry he or she believes to be sufficient to assess compliance, Boeing is in compliance with the terms of this Agreement; h) Boeing agrees that the federal statute of limitations for any criminal offense relating to the Druyun Matter is tolled for the Agreement Term plus 90 days; i) Boeing agrees that by signing this Agreement, it waives any claim or defense based on the statute of limitations, any claim of preindictment delay, or any speedy trial claim with respect to any prosecution relating to the Druyun Matter except to the extent that such claims or defenses existed on the date Boeing signed this Agreement; j) Boeing agrees that by signing this Agreement, it waives the right to be prosecuted by indictment for any federal criminal offense relating to the Druyun Matter and that any such prosecution may be brought by way of an information; and k) Boeing agrees that, in any criminal prosecution for any federal criminal offense relating to the Druyun Matter, and/or any conduct disclosed pursuant to the terms of this - Agreement, the USAOs will be free to use in any way any statements, testimony, information, documents and tangible evidence disclosed under the terms of this Agreement, as well as any evidence in whatever form, derived therefrom (collectively the "Disclosed and Derived Information"), and Boeing will be unable to and waives any right to assert that any Disclosed and Derived Information (1) was obtained in violation of any constitutional, statutory or rule- based right or privilege; or (2) is inadmissible because of Rule 11(f) of the Federal Rules of Criminal Procedure, Rule 410 of the Federal Rules of Evidence, or any other constitutional provision, statute, or rule. The parties acknowledge that Boeing is entering into this Agreement voluntarily, and it is the express intention of the parties that disclosures by Boeing pursuant to the terms of this Agreement shall be deemed voluntary for any and all purposes, including but not limited to participation in any voluntary disclosure program or consideration under the Deputy Attorney -4- EOUSA 515 General's January 20, 2003 Memorandum, Principles of Federal Prosecution of Business Organizations. 6. During the Agreement Term, Boeing agrees to continue to cooperate fully and actively with the USAF, with NASA, with the USAOs, and, at the direction of the USAOs, with the Air Force Office of Special Investigations ("AFOSI"), the Defense Criminal Investigative Service ("DCIS"), the Department of Defense Office of Inspector General ("DOD-OIG"), the NASA Office of the Inspector General ("NASA-OIG"), and any other government agency designated by the USAOs regarding the EELV and Druyun Matters as set forth in this paragraph. (The USAF, AFOSI, DOD-OIG, NASA, NASA-OIG, DCIS, and any other government agency designated by the USAOs will hereinafter collectively be referred to as "the Designated Agencies.") Boeing shall (a) truthfully disclose and provide to the USAOs and the Designated Agencies information, documents, records and other tangible evidence within Boeing's possession, custody or control relating to the EELV and Druyun Matters and the matters encompassed within paragraph 7(c) below, about which such entities

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